SHARE TRANSFER AND EXCHANGE AGREEMENT

Exhibit 10.28

THE RESOURCE GROUP INTERNATIONAL LIMITED

ETELEQUOTE PLC

XXXXXXX XXXXXXX

FORWARD MARCH LIMITED

THIS (this “Agreement”) is made as a Deed, effective as of June 28, 2017.

PARTIES:

(1)	THE RESOURCE GROUP INTERNATIONAL LIMITED, an exempted company organised and existing under the laws of Bermuda, with Company Registration No. 50201 and having its registered address at Xxxxxxxx House, 00 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx XX 00 (“TRGI”);

(2)	ETELEQUOTE PLC, a public limited company existing under the laws of England and Wales, with Registration No. 08587657 and having its registered address at 0xx Xxxxx, 0 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx, XX00 0XX (“ETQ”);

(3)	XXXXXXX XXXXXXX, an individual with an address of 0000 Xxxx Xxxx #000 Xxxxxxxxxx XX 00000 XXX (“Xxxxxxx”); and

(4)	FORWARD MARCH LIMITED, an exempted company organised and existing under the laws of Bermuda, with Company Registration No. 52347 and having its registered address at Xxxxxxxx House, 00 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx XX 00 (“FM”),

(each a “Party” and collectively, the “Parties”).

BACKGROUND:

(A)

Xxxxxxx is the holder of a total of 3,125,000 A ordinary shares in ETQ with a par value of £0.00032 per share (the “Xxxxxxx ETQ Shares”).

(B)

TRGI is the holder of a total of 3,124,000 preferred ordinary shares, 8 B ordinary shares, and 1,562,500 C ordinary shares, each in ETQ and each with a par value of £0.00032 per share (the “TRGI ETQ Shares”)

(C)

Subject to any prior necessary corporate or regulatory approvals (including any prior no-objection or approval of the BMA), Xxxxxxx would like to effect a transfer to FM, and FM would like to accept all of the Xxxxxxx ETQ Shares, in exchange for the issue and allotment by FM of 533,818 fully paid and non-assessable common shares in FM with a par value of US$0.0001 per common share to Xxxxxxx (the “FM Shares”) (the “Xxxxxxx Share Transfer and Exchange”).

(D)

The Parties are accordingly entering into this Agreement to set out the terms and conditions governing the Share Transfer and Exchange.

TERMS:

The Parties agree as follows:

1.	DEFINITIONS AND INTERPRETATION

1.1

Definitions

In this Agreement the following expressions shall have the following meanings:

	“Agreement”		means this share transfer and exchange agreement, including its schedules (if any);

	“BMA”		means the Bermuda Monetary Authority;

	“Companies Act”		means the Companies Act, 1981, as amended, of Bermuda;

	“Completion”		means the completion of the Xxxxxxx Share Transfer and Exchange, as well as the TRGI Share Transfer, on or by the Completion Date;

	“Completion Date”		means on or by 30 June, 2017 or such other date as may be agreed between the Parties in writing;

	“Dispute”		has the meaning given to it in clause 8.9;

	“Encumbrance”		means any adverse claim or right or third party right or other right or interest, any equity, any option or right of pre-emption or right to acquire or right to restrict, any mortgage, charge, assignment, hypothecation, pledge, lien, encumbrance or security interest or arrangement of whatsoever nature, any reservation-of-title or any hire purchase, lease or instalment purchase agreement;

	“FM Shares”		has the meaning given to it in Recital (C);

	“Proceedings”		has the meaning given to it in clause 8.10(a);

	“Xxxxxxx ETQ Shares”		has the meaning given to it in Recital (A);

	“Xxxxxxx Share		has the meaning given to in it Recital (C);
	Transfer and
	Exchange”

	“TRGI ETQ		has the meaning given to it in recital (B); and
	Shares”

	“TRGI Share		has the meaning given to it in clause 4.1.
	Transfer”

1.2

Interpretation

In this Agreement, unless the context requires otherwise:

(a)

the section headings and captions to the clauses in this Agreement are inserted for convenience of reference only and shall not be considered a part of or affect the construction or interpretation of this Agreement;

(b)

a reference to a document is a reference to that document as from time to time supplemented or varied;

(c)

words importing the singular shall include the plural number and vice versa and words importing a gender shall include each gender;

(d)

words and phrases, the definitions of which are contained or referred to in the Companies Act shall be construed as having the meanings thereby attributed to them; and

(e)

any reference to any clause, sub-clause or paragraph, shall be a reference to the clause, sub-clause or paragraph, of this Agreement in which the reference occurs unless it is indicated that reference to some other provision is intended.

2.	XXXXXXX SHARE TRANSFER

2.1

Xxxxxxx Share Transfer and Exchange

Subject to any prior necessary corporate or regulatory approvals (including any prior regulatory no-objection or approval of the BMA), Xxxxxxx agrees to effect the transfer of the Xxxxxxx ETQ Shares to FM and FM agrees to acquire the Xxxxxxx ETQ Shares in exchange for the issue and allotment of the FM Shares, as fully paid and non-assessable shares, by FM to Xxxxxxx, with effect from the Completion and free from any Encumbrances and with the benefit of all accrued rights and advantages attaching or belonging thereto.

3.	CONSIDERATION TO XXXXXXX

3.1

Xxxxxxx and FM agree that the issuance of the FM Shares, and the fact of the TRGI Share Transfer occurring, shall be good and sufficient consideration for the transfer of the Xxxxxxx ETQ Shares.

4.	TRANSFER BY TRGI

TRGI Share Transfer

4.1

Subject to any prior necessary corporate or regulatory approvals (including any prior regulatory no-objection or approval of the BMA), TRGI agrees to effect the transfer of the TRGI ETQ Shares to FM (the “TRG Share Transfer”).

5.	COMPLETION

5.1

Timing

Completion shall occur on the Completion Date. If Completion does not occur on or by the Completion Date, this Agreement and all obligations, consents, warranties, and covenants arising out of the Agreement shall be null and void.

6.	WARRANTIES AND COVENANTS

6.1

Warranties

(a)

Xxxxxxx warrants and represents to the Parties that:

(i)

he is the legal and beneficial owner of the Xxxxxxx ETQ Shares, and all such Xxxxxxx ETQ Shares are free of all Encumbrances;

(ii)

he has the legal right and full power and authority to execute and deliver, and to exercise his rights and perform his obligations under this Agreement, and further that this Agreement constitutes a valid, legally binding and enforceable obligation on him in accordance with its terms; and

(iii)

this Agreement constitutes, and the documents, if any, referred to in this Agreement which are to be executed by him, when executed, will constitute, valid and binding agreements enforceable in accordance with their respective terms.

(b)

Each of TRGI, ETQ and FM respectively warrant and represent to each of the Parties that:

(i)

each is a company duly incorporated and validly existing under the laws of its incorporation or, if applicable, continuation, and has the power to own its assets and carry on its business as it is being conducted;

(ii)

each has the legal right and full power and authority to execute and deliver, and to exercise their rights and perform their obligations under this Agreement, and further that this Agreement constitutes a valid, legally binding and enforceable obligation on each of them in accordance with its terms; and

(iii)

this Agreement constitutes, and the documents, if any, referred to in this Agreement which are to be executed by each of them, when executed, will constitute, valid and binding agreements enforceable in accordance with their respective terms.

(c)

TRGI warrants and represents to Xxxxxxx that it is the beneficial owner of the TRGI ETQ Shares and such TRGI ETQ Shares are free of all Encumbrances.

(d)

FM warrants and represents to Xxxxxxx that upon Completion, FM’s issued share capital will be as follows:

(A)

533,818 common shares issued to Xxxxxxx;

(B)

4,749,861 preferred shares issued to TRGI;

(C)

6,856,139 common shares issued to TRGI; and

(D)

an additional 360,184 common shares shall be issued, or agreed to be issued, to other person(s).

(e)

FM further warrants and represents to Xxxxxxx that, on or by the Completion Date (i) FM’s Byelaws and a Certificate of Designation for the preferred shares shall be in the form as attached hereto as Exhibit A to this Agreement; and (ii) FM’s Stock Option Plan shall be in the form attached hereto as Exhibit B to this Agreement.

6.2

Covenants

Each Party jointly and severally covenants with the other Parties that he or it shall, and shall procure, so far as is within his or its power of procurement, that all necessary third parties shall likewise, do, execute and perform all such further deeds, documents, assurances, acts and things as either of them, at or after Completion, may reasonably require to give effect to the terms of this Agreement.

7.	ACKNOWLEDGEMENT

7.1

By signing this Agreement, each of TRGI, ETQ, and FM undertakes:

(a)

to perform any action required to give effect to the provisions of this Agreement;

(b)

that any resolutions required to be taken by its shareholder or directors to effect Completion have been adopted (whether at a meeting or in writing);

(c)

to cancel such certificates as may be returned to it or declared lost as applicable;

(d)

to issue new certificates as applicable to reflect the Share Transfer and Exchange;

(e)

to update its registers (including its register of members) to reflect the positions following the Share Transfer and Exchange; and

(f)

to file all necessary statutory forms and documents with the BMA and all other authorities, if and as required, within the time limits prescribed by applicable law or regulation.

8.	MISCELLANEOUS PROVISIONS

8.1

Assignment

No Party may assign its rights or obligations under this Agreement without the prior written consent of all the other Parties.

8.2

Parties Bound

This Agreement shall be binding upon and run for the benefit of the Parties, their successors and permitted assigns.

8.3

Relationship of the Parties

In this Agreement, nothing shall be deemed to:

(a)

constitute a partnership between the Parties or any of them; or

(b)

make any Party an agent for any other Party, for any purpose whatsoever.

8.4

Entire Agreement

This Agreement constitutes the entire agreement and understanding between the Parties with respect to its subject matter, and except as expressly provided, supersedes all prior representations, writings, negotiations or understandings, with respect to that subject matter, if any.

8.5

Waivers

A failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.

8.6

Variations

No variation of this Agreement shall be effective unless it is made in writing and signed by each of the Parties.

8.7

Counterparts

This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement.

8.8

Further Assurance

Each Party shall do and execute, or arrange for the doing and executing of, each necessary act, document and thing reasonably within its power to implement this Agreement.

8.9

Governing Law

This Agreement and any dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) (“Dispute”) shall be governed by and construed in accordance with the laws of Bermuda.

8.10

Jurisdiction

(a)

Each of the Parties to this Agreement irrevocably agrees that the courts of Bermuda are to have exclusive jurisdiction to settle any Dispute and, for such purposes, irrevocably submits to the exclusive jurisdiction of such courts. Any proceeding, suit or action arising out of or in connection with this Agreement (the “Proceedings”) shall therefore be brought in the courts of Bermuda.

(b)

Each of the Parties to this Agreement irrevocably waives any objection to Proceedings in the courts referred to in clause 8.10(a) on the grounds of venue or on the grounds of forum non conveniens.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF the Parties hereto have executed this Agreement the day and year first above written.

For and on behalf of:

THE RESOURCE GROUP INTERNATIONAL LIMITED

/s/ Xxxxxxxx Xxxxxxxx

Signature

Name: Xxxxxxxx Xxxxxxxx

Director/Authorised Signatory

For and on behalf of:

ETELEQUOTE PLC

Signed by

/s/ Xxx Xxxxxxx

Signature

Name: Xxx Xxxxxxx

Director/Authorised Signatory

For and on behalf of:

Signed by

/s/ Xxxxxxx Xxxxxxx

XX. XXXXXXX XXXXXXX, in the presence of:

Signature of witness:	/s/ Xxx Xxxxxxxx
Name:	Xxx Xxxxxxxx
Address:	0000 Xxxx Xxx, Xxxxx 000
	Xxxxxxxxxx XX 00000
Occupation:	Lawyer

For and on behalf of:

FORWARD MARCH LIMITED

/s/ Xxx Xxxxxxx

Signature

Name: Xxx Xxxxxxx

Director/Authorised Signatory

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SHARE TRANSFER AND EXCHANGE AGREEMENT

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